Form of Securities Subscription Letter
Agreement


 


Terrapin 3 Acquisition Corporation


60 Edgewater Drive, Unit TSK


Coral Gables, FL 33133


 


December 31, 2013


[SUBSCRIBER]


[SUBSCRIBER’S ADDRESS]


[SUBSCRIBER’S ADDRESS]


 


RE: Securities Subscription Agreement


 


Ladies and Gentlemen:


 


We are pleased to
accept the offer [SUBSCRIBER] (the “Subscriber” or “you”) has made to purchase an aggregate
of [UNIT COUNT] units (the “Units”) of Terrapin 3 Acquisition Corporation, a Delaware corporation (the “Company),
each Unit comprising one share of common stock of the Company, par value $0.0001 per share (“Common Stock” or
“Share”) and one warrant to purchase one-half of one Share (“Warrant”) for a purchase price
of $0.0047619 per Unit. The Units, Shares and Warrants, collectively, are hereinafter referred to as the “Securities”.  Each
Warrant is exercisable to purchase one-half of one Share at an exercise price of $11.50 per Share during the period commencing
on the later of (i) twelve (12) months from the date of the closing of the Company’s initial public offering of units each
comprising one share Common Stock and one Warrant ( (the “IPO”) and (ii) 30 days following the consummation
of the Company’s initial business combination (the “Business Combination”) and expiring on the fifth anniversary
of the consummation of the Business Combination. Warrants must be exercised for one whole share of Common Stock. For example, if
Subscriber holds two Warrants, such Warrants will be exercisable for one share of Common Stock at a price of $11.50 per share.
No fractional shares of Common Stock will be issued upon exercise of the Warrants. If, upon exercise of the Warrants, a holder
would be entitled to receive a fractional interest in a Share, we will, upon exercise, round down to the nearest whole number the
number of shares of Common Stock to be issued to the warrant holder. The Units are subject to complete or partial forfeiture by
you if the underwriters of the IPO do not fully exercise their over-allotment option (the “Over-allotment Option”).
The terms (this “Agreement”) on which the Company is willing to sell the Securities to the Subscriber, and the
Company and the Subscriber’s agreements regarding such Securities, are as follows:


 


1.  Purchase
of the Securities. For the sum of $ [PURCHASE PRICE (UNIT COUNT x $0.0047619)] (the “Purchase Price”), which
the Company acknowledges receiving in cash, the Company hereby sells and issues the Securities to the Subscriber, and the Subscriber
hereby purchases the Securities from the Company, subject to forfeiture, on the terms and subject to the conditions set forth in
this Agreement. Concurrently with the Subscriber’s execution of this Agreement, the Company is delivering to the Subscriber
a certificate registered in the Subscriber’s name representing the Securities (the “Original Certificate”),
receipt of which the Subscriber hereby acknowledges.


 


2.  Representations,
Warranties and Agreements.


 




    	 



    	 



    

 


 2.1  Subscriber’s
Representations, Warranties and Agreements. To induce the Company to issue the Securities to the Subscriber, the Subscriber
hereby represents and warrants to the Company and agrees with the Company as follows:


 


2.1.1.  No
Government Recommendation or Approval. The Subscriber understands that no federal or state agency has passed upon or made any
recommendation or endorsement of the offering of the Securities.


 


2.1.2.  No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) the formation and governing documents of the
Subscriber, (ii) any agreement, indenture or instrument to which the Subscriber is a party or (iii) any law, statute, rule or regulation
to which the Subscriber is subject, or any agreement, order, judgment or decree to which the Subscriber is subject.


 


2.1.3.  Organization
and Authority. The Subscriber is a Delaware limited liability company, validly existing and in good standing under the laws
of Delaware and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.
Upon execution and delivery by you, this Agreement is a legal, valid and binding agreement of Subscriber, enforceable against Subscriber
in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance
or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless
of whether enforcement is sought in a proceeding at law or in equity).


 


2.1.4.  Experience,
Financial Capability and Suitability. Subscriber is: (i) sophisticated in financial matters and is able to evaluate the risks
and benefits of the investment in the Securities and (ii) able to bear the economic risk of its investment in the Securities for
an indefinite period of time because the Securities have not been registered under the Securities Act (as defined below) and therefore
cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. Subscriber
is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests.
Subscriber must bear the economic risk of this investment until the Securities are sold pursuant to: (i) an effective registration
statement under the Securities Act or (ii) an exemption from registration available with respect to such sale. Subscriber is able
to bear the economic risks of an investment in the Securities and to afford a complete loss of Subscriber’s investment in
the Securities.


 


2.1.5.  Access
to Information; Independent Investigation. Prior to the execution of this Agreement, the Subscriber has had the opportunity
to ask questions of and receive answers from representatives of the Company concerning an investment in the Company, as well as
the finances, operations, business and prospects of the Company, and the opportunity to obtain additional information to verify
the accuracy of all information so obtained. In determining whether to make this investment, Subscriber has relied solely on Subscriber’s
own knowledge and understanding of the Company and its business based upon Subscriber’s own due diligence investigation and
the information furnished pursuant to this paragraph. Subscriber understands that no person has been authorized to give any information
or to make any representations which were not furnished pursuant to this Section 2 and Subscriber has not relied on any other representations
or information in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospects.


 




    	 



    	 



    

 


2.1.6.  Regulation
D Offering. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of
Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated
hereby is being made in reliance on a private placement exemption to “accredited investors” within the meaning of Section
501(a) of Regulation D under the Securities Act or similar exemptions under state law.


 


2.1.7.  Investment
Purposes. The Subscriber is purchasing the Securities solely for investment purposes, for the Subscriber’s own account
and not for the account or benefit of any other person, and not with a view towards the distribution or dissemination thereof.
The Subscriber did not decide to enter into this Agreement as a result of any general solicitation or general advertising within
the meaning of Rule 502 under the Securities Act.


 


2.1.8.  Restrictions
on Transfer; Shell Company. Subscriber understands the Securities are being offered in a transaction not involving a public
offering within the meaning of the Securities Act.  Subscriber understands the Securities will be “restricted securities”
within the meaning of Rule 144(a)(3) under the Securities Act and Subscriber understands that the certificates representing the
Securities will contain a legend in respect of such restrictions. If in the future the Subscriber decides to offer, resell, pledge
or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only pursuant to:
(i) registration under the Securities Act, or (ii) an available exemption from registration. Subscriber agrees that if any transfer
of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, Subscriber may
be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or an exemption, the
Subscriber agrees not to resell the Securities. Subscriber further acknowledges that because the Company is a shell company, Rule
144 may not be available to the Subscriber for the resale of the Securities until one year following consummation of the Business
Combination, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer
restrictions.


 


2.1.9.  No
Governmental Consents. No governmental, administrative or other third party consents or approvals are required, necessary or
appropriate on the part of Subscriber in connection with the transactions contemplated by this Agreement.


 


 2.2  Company’s
Representations, Warranties and Agreements. To induce the Subscriber to purchase the Securities, the Company hereby represents
and warrants to the Subscriber and agrees with the Subscriber as follows:


 


2.2.1  Organization
and Corporate Power. The Company is a Delaware corporation and is qualified to do business in every jurisdiction in which the
failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results
or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions
contemplated by this Agreement.


 


2.2.2.  No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) the Certificate of Incorporation or Bylaws
of the Company, (ii) any agreement, indenture or instrument to which the Company is a party or (iii) any law, statute, rule or
regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject.


 




    	 



    	 



    

 


2.2.3.  Title
to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Securities will be duly and
validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof the Subscriber
will have or receive good title to the Securities, free and clear of all liens, claims and encumbrances of any kind, other than
(a) transfer restrictions hereunder and other agreements to which the Securities may be subject, (b) transfer restrictions under
federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.


 


2.2.4.  No
Adverse Actions. There are no actions, suits, investigations or proceedings pending, threatened against or affecting the Company
which: (i) seek to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement
or (ii) question the validity or legality of any transactions or seeks to recover damages or to obtain other relief in connection
with any transactions.


 


3.  Forfeiture
of Securities.


 


3.1. Partial
or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative of the underwriters
of the Company’s IPO is not exercised in full, the Subscriber acknowledges and agrees that it shall forfeit any and all rights
to such number of Units (up to an aggregate of [UNITS SUBJECT TO FOREFEITURE] Units and pro rata based upon the percentage of the
Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial unit holders
prior to the IPO, if any) will own an aggregate number of Units (not including Units issuable upon exercise of any warrants or
any Common Stock purchased by Subscriber in the Company’s IPO or in the aftermarket) equal to 20% of the issued and outstanding
Units immediately following the IPO.


 


3.2. Termination
of Rights as Stockholder. If any of the Securities are forfeited in accordance with this Section 3, then after such time the
Subscriber (or successor in interest), shall no longer have any rights as a holder of such Securities, and the Company shall take
such action as is appropriate to cancel such Securities.


 


4.  
Terms of the Units and Warrants.


 


4.1.The Warrants
are substantially identical to the Warrants to be included in the units offered in the IPO as set forth in the Warrant Agreement
to be entered into with Continental Stock Transfer and Trust Company at or prior to the IPO (the “Warrant Agreement”),
except that the Warrants: (i) will be non-redeemable so long as they are held by the initial holder thereof (or any of its
permitted transferees), and (ii) are exercisable on a “cashless” basis if held by Subscriber or its permitted
transferees.


 


4.2.   
The Units and their component parts are substantially identical to the units to be offered in the IPO except that the Units and
component parts: (i) will be subject to transfer restrictions, and (ii) are being purchased pursuant to an exemption from the registration
requirements of the Securities Act and will become freely tradable only after they are registered pursuant to the Registration
Rights Agreement to be signed on or before the date of the Company’s registration statement to be filed in connection with
the IPO, as amended at the time it becomes effective (the “Registration Statement”).


 




    	 



    	 



    

 


5.  Termination
of Warrants.


 


5.1.   
Failure to Consummate the Business Combination. The Warrants shall be terminated upon the dissolution of the Company or
in the event that the Company does not consummate the Business Combination within 21 months (or up to 24 months in case of extensions
as described in the Registration Statement) from the consummation of the IPO, unless otherwise extended by the Company.


 


5.2.   
Termination of Rights as Holder. If the Warrants are terminated in accordance with Section 5.1, then after such time
Subscriber (or successor in interest) shall no longer have any rights as a holder of such Warrants, and the Company shall take
such action as is appropriate to cancel such Warrants. Subscriber hereby irrevocably grants the Company a limited power of attorney
for the purpose of effectuating the foregoing and agrees to take any and all measures reasonably requested by the Company necessary
to effect the foregoing.


 


6. Waiver of Liquidation
Distributions; Redemption Rights. In connection with the Securities purchased pursuant to this Agreement, the Subscriber hereby
waives any and all right, title, interest or claim of any kind in or to any distributions by the Company from the trust account
which will be established for the benefit of the Company’s public stockholders and into which substantially all of the proceeds
of the IPO will be deposited (the “Trust Account”), in the event of a liquidation of the Company upon the Company’s
failure to timely complete Business Combination. For purposes of clarity, in the event the Subscriber purchases Common Stock in
the IPO or in the aftermarket, any additional Common Stock so purchased shall be eligible to receive any liquidating distributions
by the Company. However, in no event will the Subscriber have the right to redeem any Securities into funds held in the Trust Account
upon the successful completion of a Business Combination.


 


7.  Restrictions
on Transfer.


 


7.1.  Securities
Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider
Letter”) dated as of the closing of the IPO by and between Subscriber and the Company. Subscriber agrees not to sell,
transfer, pledge, hypothecate or otherwise dispose of all or any part of the Securities unless, prior thereto (a) a registration
statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Securities
proposed to be transferred shall then be effective or (b) the Company has received an opinion from counsel reasonably satisfactory
to the Company, that such registration is not required because such transaction is exempt from registration under the Securities
Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws.


 


7.2.   Lock-up.  Subscriber
acknowledges that the Securities will be subject to lock-up provisions (the “Lock-up”) contained in the
Insider Letter. Pursuant to the Insider Letter, Subscriber will agree not to sell, transfer, pledge, hypothecate or otherwise dispose
of all or any part of the Securities until the completion of the Business Combination.


 


7.3.   Restrictive
Legends. All certificates representing the Securities shall have endorsed thereon legends substantially as follows:


 




    	 



    	 



    

 


“THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES
NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL,
IS AVAILABLE.”


 


“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE
TERM OF THE LOCKUP.”


 


7.4.  Additional
Units or Substituted Securities. In the event of the declaration of a share dividend, the declaration of an extraordinary dividend
payable in a form other than Common Stock, a spin-off, a share split, an adjustment in conversion ratio, a recapitalization or
a similar transaction affecting the Company’s outstanding Common Stock without receipt of consideration, any new, substituted
or additional securities or other property which are by reason of such transaction distributed with respect to any Units subject
to this Section 7 or into which such Units thereby become convertible shall immediately be subject to this Section 7 and Section
3. Appropriate adjustments to reflect the distribution of such securities or property shall be made to the number and/or class
of Units subject to this Section 7 and Section 3.


 


7.5.  Registration
Rights. Subscriber acknowledges that the Securities are being purchased pursuant to an exemption from the registration requirements
of the Securities Act and will become freely tradable only after certain conditions are met or they are registered pursuant to
a Registration Rights Agreement to be entered into with the Company prior to the closing of the IPO.


 


8.  Other
Agreements.


 


8.1.  Further
Assurances. Subscriber agrees to execute such further instruments and to take such further action as may reasonably be necessary
to carry out the intent of this Agreement.


 


8.2.  Notices.
All notices, statements or other documents which are required or contemplated by this Agreement shall be: (i) in writing and delivered
personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission
to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address
or fax number as may be designated in writing by such party and (iii) by electronic mail, to the electronic mail address most recently
provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other
communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business
day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery
to an overnight courier service or five (5) days after mailing if sent by mail.


 


8.3.  Entire
Agreement. This Agreement, together with that certain Insider Letter to be entered into between Subscriber and the Company,
substantially in the form to be filed as an exhibit to the Registration Statement, embodies the entire agreement and understanding
between the Subscriber and the Company with respect to the subject matter hereof and supersedes all prior oral or written agreements
and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any
kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express terms and
provisions of this Agreement.


 




    	 



    	 



    

 


8.4.  Modifications
and Amendments. The terms and provisions of this Agreement may be modified or amended only by written agreement executed by
all parties hereto. Notwithstanding the foregoing, to the extent the Company resolves to make any changes to the terms of the IPO
(including without limitation changes in the lock-up provisions, terms of the Warrant, or nature of the Securities), the Company
may unilaterally amend this Agreement to reflect such changes so long as such changes affect all of the Company’s security
holders prior to the IPO. Subscriber shall cooperate in good faith with respect to any and all of such matters.


 


8.5.  Waivers
and Consents. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only
by written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall
be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether
or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was
given, and shall not constitute a continuing waiver or consent.


 


8.6.  Assignment.
The rights and obligations under this Agreement may not be assigned by either party hereto without the prior written consent of
the other party.


 


8.7.  Benefit.
All statements, representations, warranties, covenants and agreements in this Agreement shall be binding on the parties hereto
and shall inure to the benefit of the respective successors and permitted assigns of each party hereto. Nothing in this Agreement
shall be construed to create any rights or obligations except among the parties hereto, and no person or entity shall be regarded
as a third-party beneficiary of this Agreement.


 


8.8.  Governing
Law. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed
by the laws of New York applicable to contracts wholly performed within the borders of such state, without giving effect to the
conflict of law principles thereof.


 


8.9.  Severability.
In the event that any court of competent jurisdiction shall determine that any provision, or any portion thereof, contained in
this Agreement shall be unreasonable or unenforceable in any respect, then such provision shall be deemed limited to the extent
that such court deems it reasonable and enforceable, and as so limited shall remain in full force and effect. In the event that
such court shall deem any such provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement
shall nevertheless remain in full force and effect.


 


8.10.  No
Waiver of Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy under
this Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy
of such party. No single or partial exercise of any right, power or remedy under this Agreement by a party hereto, nor any abandonment
or discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from any other or further exercise
thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy by a party hereto shall not constitute
a waiver of the right of such party to pursue other available remedies. No notice to or demand on a party not expressly required
under this Agreement shall entitle the party receiving such notice or demand to any other or further notice or demand in similar
or other circumstances or constitute a waiver of the rights of the party giving such notice or demand to any other or further action
in any circumstances without such notice or demand.


 




    	 



    	 



    

 


8.11.  Survival
of Representations and Warranties. All representations and warranties made by the parties hereto in this Agreement or in any
other agreement, certificate or instrument provided for or contemplated hereby, shall survive the execution and delivery hereof
and any investigations made by or on behalf of the parties.


 


8.12.  No
Broker or Finder. Each of the parties hereto represents and warrants to the other that no broker, finder or other financial
consultant has acted on its behalf in connection with this Agreement or the transactions contemplated hereby in such a way as to
create any liability on the other. Each of the parties hereto agrees to indemnify and save the other harmless from any claim or
demand for commission or other compensation by any broker, finder, financial consultant or similar agent claiming to have been
employed by or on behalf of such party and to bear the cost of legal expenses incurred in defending against any such claim.


 


8.13.  Headings
and Captions. The headings and captions of the various subdivisions of this Agreement are for convenience of reference only
and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof.


 


8.14.  Counterparts.
This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being
understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or any other form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or
on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.


 


8.15.  Construction.
The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of
intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption
or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement.
The words “include,” “includes,” and “including” will be deemed to be
followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include
any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise
requires. The words “this Agreement,” “herein,” “hereof,” “hereby,”
“hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision
unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will have
independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect,
the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the
relative levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party
hereto is in breach of the first representation, warranty, or covenant.


 


8.16. Mutual
Drafting. This Agreement is the joint product of the Subscriber and the Company and each provision hereof has been subject
to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto.


 


9.  Voting
and Tender of Shares. Subscriber agrees to vote the Shares in favor of the Business Combination that the Company negotiates
and submits for approval to the Company’s stockholders and shall not seek redemption with respect to such Shares. Additionally,
the Subscriber agrees not to tender any Shares in connection with a tender offer presented to the Company’s stockholders
in connection with the Business Combination negotiated by the Company.


 




    	 



    	 



    

 


10.  Indemnification.
Each party shall indemnify the other against any loss, cost or damages (including reasonable attorney’s fees and expenses)
incurred as a result of such party’s breach of any representation, warranty, covenant or agreement in this Agreement.


 


[Signature Page Follows]


 




    	 



    	 



    

 


If the foregoing accurately sets forth
our understanding and agreement, please sign the enclosed copy of this Agreement and return it to us.


 


	 	Very truly yours,	 
	 	 	 	 
	 	Terrapin 3 Acquisition Corporation
	 	 
	 	By:	 	 
	 	Name:	Sanjay Arora	 
	 	Title:	Chief Executive Officer	 


 


Accepted and agreed this 31st day of December, 2013


 


	[SUBSCRIBER]	 
	 	 
	a Delaware limited liability company	 
	 	 	 
	By: 	 	 
	Name: 	 	 
	Title: